OMEGA HEALTHCARE INVESTORS INC 8-K

What Happened

• Omega Healthcare Investors, Inc. (OHI) held its 2026 Annual Meeting of Stockholders on June 5, 2026. Holders of 255,926,290 shares (about 85.93% of outstanding common stock) were present or represented by proxy. All director nominees were elected, Ernst & Young LLP was ratified as auditor, and the company’s executive compensation was approved on an advisory basis.

Key Details

• Meeting turnout: 255,926,290 shares present or represented, ~85.93% of 297,799,835 shares outstanding.
• Director voting highlights: Kevin J. Jacobs received 212,039,448 votes FOR; Stephen D. Plavin had the largest opposition with 15,286,082 votes AGAINST. All nominees were elected.
• Auditor ratification: Ernst & Young LLP was ratified (240,521,117 FOR, 14,949,017 AGAINST).
• Say-on-pay: Advisory approval of executive compensation passed (202,883,780 FOR, 10,248,851 AGAINST); 41,826,987 broker non‑votes were recorded on matters requiring shareholder votes.
• Beneficial ownership update (as of April 8, 2026): BlackRock, Inc. — 31,867,200 shares (10.7%); Vanguard Portfolio Management — 27,160,324 shares (9.1%); Vanguard Capital Management — 15,689,615 shares (5.3%). Omega updated its >5% owner table after Schedule 13G activity, including a March 27, 2026 Vanguard amendment and later disaggregated filings by Vanguard affiliates.

Why It Matters

• The election results maintain the company’s board composition and re‑confirm Ernst & Young as auditor, which are governance outcomes investors watch closely. The advisory approval of executive pay indicates shareholders broadly supported management compensation.
• The updated >5% ownership disclosures (BlackRock and Vanguard affiliates among the largest holders) clarify who holds significant stakes in OHI; large institutional positions can affect voting outcomes and proxy engagement.